Annual report pursuant to Section 13 and 15(d)

Fair Value Measurements

v3.22.4
Fair Value Measurements
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
•Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
•Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
•Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
The Company’s financial assets consist of Level 1 and 2 assets. The Company classifies its cash equivalents and marketable debt securities within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. The Company’s fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of the Company’s marketable debt securities were derived from non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments.
The Company’s financial liabilities measured at fair value on a recurring basis consist of Level 1, Level 2 and Level 3 liabilities. The Company’s Public Warrants (as defined in Note 11) are classified as Level 1 because they are directly observable in the market. The Company classifies the Private Warrants (as defined in Note 11) within Level 2, because they were valued using inputs other than quoted prices which are directly observable in the market, including readily available pricing for the Company’s Public Warrants. The Company classifies Delta Warrant and Earnout Shares Liability (as defined in Note 11) within Level 3, because they were valued using unobservable inputs that are significant to the fair value measurement. The Delta Warrant and Earnout Shares Liability are measured at fair value on a recurring basis. Changes in fair value of Level 3 liabilities are recorded in other income, net, in the consolidated statements of operations.
The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy as of December 31, 2022 and 2021 (in thousands):
December 31, 2022
Level 1 Level 2 Level 3 Total
Assets measured at fair value
Money market funds $ 108,119  $ —  $ —  $ 108,119 
Cash equivalents 108,119  —  —  108,119 
Term deposits —  40,709  —  40,709 
Asset backed securities —  54,707  —  54,707 
Government debt securities —  362,851  —  362,851 
Corporate debt securities —  452,425  —  452,425 
Available-for-sale investments —  910,692  —  910,692 
Total fair value of assets $ 108,119  $ 910,692  $ —  $ 1,018,811 
Liabilities measured at fair value
Common stock warrant liabilities (Public) $ 8,318  $ —  $ —  $ 8,318 
Common stock warrant liabilities (Private) —  5,561  —  5,561 
Common stock warrant liabilities (Delta) —  —  14,903  14,903 
Warrant liability 8,318  5,561  14,903  28,783 
Earnout Shares Liability —  —  44,055  44,055 
Total fair value of liabilities $ 8,318  $ 5,561  $ 58,958  $ 72,838 
December 31, 2021
Level 1 Level 2 Level 3 Total
Assets measured at fair value
Money market funds $ 929,842  $ —  $ —  $ 929,842 
Cash equivalents 929,842  —  —  929,842 
Term deposits —  40,069  —  40,069 
Asset backed securities —  69,496  —  69,496 
Government debt securities —  47,308  —  47,308 
Corporate debt securities —  186,376  —  186,376 
Available-for-sale investments —  343,249  —  343,249 
Total fair value of assets $ 929,842  $ 343,249  $ —  $ 1,273,091 
Liabilities measured at fair value
Common stock warrant liabilities (Public) $ 26,910  $ —  $ —  $ 26,910 
Common stock warrant liabilities (Private) —  17,992  —  17,992 
Warrant liability 26,910  17,992  —  44,902 
Earnout Shares Liability —  —  109,844  109,844 
Total fair value of liabilities $ 26,910  $ 17,992  $ 109,844  $ 154,746 
The following is a summary of the Company’s available-for-sale securities (in thousands):
December 31, 2022
Cost or Amortized Cost Unrealized
Gains		 Unrealized
Losses 		Allowance for credit losses Fair value
Assets measured at fair value
Term deposits $ 40,709  $ —  $ —  $ —  $ 40,709 
Asset backed securities 55,016  —  (309) —  54,707 
Government debt securities 367,324  —  (4,473) —  362,851 
Corporate debt securities 455,854  —  (3,429) —  452,425 
Total $ 918,903  $ —  $ (8,211) $ —  $ 910,692 
December 31, 2021
Cost or Amortized Cost Unrealized
Gains		 Unrealized
Losses		 Fair Value
Term deposits $ 40,069  $ —  $ —  $ 40,069 
Asset backed securities 69,579  —  (83) 69,496 
Government debt securities 47,355  —  (47) 47,308 
Corporate debt securities 186,471  —  (95) 186,376 
Total $ 343,474  $ —  $ (225) $ 343,249 
The weighted-average remaining maturity of the Company’s substantial investment portfolio was less than one year as of the periods presented. No individual security incurred continuous significant unrealized losses for greater than 12 months. There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the years ended December 31, 2022 and 2021.
In the years ended December 31, 2022 and 2021, the Company did not have any Level 3 financial assets measured at fair value on a recurring basis.
The following table sets forth a summary of the change in the fair value, which is recognized as a component of other income within the consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands):
Earnout Shares Liability Common stock warrant liabilities (Delta)
Fair value as of January 1, 2022 $ 109,844  $ — 
Initial fair value of Warrant Liability (Delta) —  16,093 
Change in fair value (65,789) (1,190)
Fair value as of December 31 2022 $ 44,055  $ 14,903 
The fair value of the Earnout Shares Liability and Delta Warrant (Note 11) are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.